AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG EPICOR SOFTWARE CORPORATION WINTER ACQUISITION CORPORATION ROI SYSTEMS, INC. GEORGE M. CARNAHAN, CHRISTOPHER U. HOLM, PAUL C. MERLO AND WILLIAM T. PISARRA AND WITH RESPECT TO ARTICLES VIII, IX AND X...Agreement and Plan of Reorganization • July 23rd, 2003 • Epicor Software Corp • Services-prepackaged software • California
THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of July 8, 2003 by and among Epicor Software Corporation, a Delaware corporation (“Parent”), Winter Acquisition Corporation, a Minnesota corporation and a wholly-owned subsidiary of Parent (“Sub”), ROI Systems, Inc., a Minnesota corporation (the “Company”), George M. Carnahan, Christopher U. Holm, Paul C. Merlo and William T. Pisarra (each, a “Principal Shareholder,” and collectively the “Principal Shareholders”), with respect to Article VIII, Article IX and Article X hereof only, Paul C. Merlo, as shareholder representative (the “Shareholder Representative”), and U.S. Bank, National Association., as escrow agent (the “Escrow Agent”).
